Anaheim City Council
April 7, 2026

REQUEST FOR PROPOSALS (RFP)

FOR PROFESSIONAL SERVICES

FOR A PROGRAM MANAGER

CITY OF ANAHEIM
Public Works Department
200 S. Anaheim Boulevard
Anaheim, CA 92805

Approved for Release:

Carlos Castellanos, P.E.

City Engineer
Public Works Department

KEY RFP DATES (Subject to change at discretion of City):

Issue Date: February 5, 2026
Deadline for Requests for Information: February 12, 2026 at 2:0 0 p.m.

Proposal Due Date: February 26, 2026 at 2:00 p.m.

Reviews (week of): March 2, 2026
Award at Council (Tentative): March 24, 2026
Issue Notice to Proceed: (Tentative) March 30, 2026

Page i

REQUEST FOR PROPOSALS

NOTICE IS HEREBY GIVEN that Proposals will be received from qualified firms to provide Professional Services for a Program Manager as described in the Scopes of Work.

Responses to this RFP will be accepted until Thursday, February 26, 2026 at 2:00 p.m. Proposals received after this date/time will not be considered. It is the responsibility of the Consultant to ensure that any proposals submitted hav e sufficient time to be receive d by the City of Anaheim prior to this due date and time.

Proposals shall be uploaded onto OpenGov, Emailed to [email protected] and shall be submitted to City Hall enclosed in a sealed envelope and marked clearly with following information, formatted as follows:
“SEALED PROPOSALS FOR PROFESSIONAL SERVICES

FOR A PROGRAM MANAGER

DO NOT OPEN WITH REGULAR MAIL.”

City of Anaheim
Attn.: Carlos Castellanos, City Engineer
Public Works Department
200 S. Anaheim Blvd., Mailstop #276
Anaheim, CA 92805
Proposals shall be mailed, hand delivered, or sent by courier service.

Proposals shall NOT be sent via telegraphic, electronic or facsimile.

Electronic Proposals shall also be uploaded and submitted on OpenGov.

All notifications, updates and addenda will be available online and can be accessed on the OpenGov page at:
https://procurement.opengov.com/portal/anaheim
Search the project title

Consultants shall be responsible for registering on OpenGov to obtain information regarding this solicitation. Failure to respond to required addenda will resu lt in a determination of a nonresponsive submittal.

Page ii

CITY OF ANAHEIM

REQUEST FOR PROPOSALS (RFP) FOR PROFESSIONAL SERVICES FOR

A PROGRAM MANAGER

TABLE OF CONTENTS
I. GENERAL

II. RFP TERMS AND CONDITIONS

III. INSTRUCTIONS TO CONSULTANTS
A. CITY RESPONSIBILITIES
B. CONSULTANT RESPONSIBILITIES
C. REQUEST FOR INFORMATION OR CLARIFICATION
D. ADDENDA
E. LICENSES & PERMITS
F. INSURANCE
G. CITY RIGHT TO W ITHDRAW OR REJECT

IV. SUBMITTAL REQUIREMENTS
A. GENERAL
B. CONTENTS

1. PROPOSAL

2. SCOPE OF SERVICES & SCHEDULE

3. FEE SCHEDULE

4. DEPARTMENT OF INDUSTRIAL RELATIONS

V. PROPOSAL REVIEW (CONSULTANT SELECTION)
A. EVALUATION, RATING, AND SELECTION
VI. AWARD OF AGREEMENT
A. CONTRACT AWARD
VII. IMPLEMENTATION

VIII. COMPENSATION

IX. CONTRACT CHANGES

X. PUBLIC RECORDS

XI. APPENDIX
APPENDIX 1: SCOPE OF WORK AND PROJECT DESCRIPTIONS
APPENDIX 2: CONFLICT OF INTEREST FORM
APPENDIX 3: DESIGNATION OF SUBCONSULTANTS
APPENDIX 4: DRAFT CONSULTANT AGREEMENT
APPENDIX 5: DRAFT INSURANCE REQUIREMENTS

RFP for Professional Services for a Program Manager

CITY OF ANAHEIM

REQUEST FOR PROPOSALS (RFP) FOR PROFESSIONAL SERVICES FOR

A PROGRAM MANAGER

I. GENERAL
Nature of Work:

The City of Anaheim is seeking qual ified consulting firms to pr ovide Professional Services for a Program Manager as described in the Scopes of Work. The r esponse to this RFP will be in the form of a Proposal and required documents. A detailed Scope of Work is included in Appendix 1 of this RFP.

Number of Proposals and Signature:

Three (3) hard copies of your Proposal Package delivered to the City, one (1) copy emailed to [email protected], and one (1) digital file uploaded and submitted on OpenGov of your Proposal Package. The Proposal Package shall be signed by a company official with the power to bind the company and submitted to the City of Anaheim.

Please provide a digital file (PDF) on a USB Flash Drive (or eq uivalent) of a sample of approved street rehabilitation work your firm has previously prepared.

Prevailing Wages:

In accordance with the Federal D avis-Bacon Act and the Californ i a S t a t e L a b o r C o d e , prevailing wage rates apply. Copies of the prevailing rate of per diem wages are on file with the City and shall be made available to any interested party on request.

II. RFP TERMS AND CONDITIONS
By submitting a proposal, the Consultant acknowledges that it has thoroughly examined and accepts the Terms and Conditions of this RFP as described below:

A. EXAMINATION: The Consultant r epresents that it has thoroughly examined and become familiar with the services and responsibilities required of thi s RFP and that it is capable of effectively and efficiently performing quality work to achieve the City’s objectives. Any attachments referenced herein or any interpretations, clarifica tions or amendments subsequently posted in the relation to this RFP are fully incorporated.

B. AGREEMENT: The draft agreement is included in Appendix 4. Review and provide your comments with your proposal.

C . T E R M A N D L I M I T S : T h e p e r f ormance period shall be until the work is complete as committed to in the submitted schedule.

D. VALIDITY: Services and warranties indicated in the Consultant’s Proposal must be valid for a period of 120 days after the submission of the Proposal.

RFP for Professional Services for a Program Manager

E. PRE-CONTRACTUAL EXPENSES: The City shall not, in any event, be liable for any pre- contractual expenses incurred by Consultants in the preparation of its Proposal.

F. JOINT OFFERS/SUBCONSULTANTS: Should the use of Subconsultants be offered, the Prime Consultant sha ll provide the same assurances of competenc e for the Subconsultant plus the demonstrated ability to manage and supervise the subcontracted work. Subconsultants shall not be allowed to further subcontrac t with others for work under the Agreement. The provisions of the Agreement shall apply to all Subconsultants in the same manner as the Prime Consultant.

G. TIME OF PERFORMANCE:

1. The City and Consultant recogni ze that time is of the essenc e as to this project and that City may suffer damages which are difficult to determine a nd accurately specify, such as lost grant funds, additional contract administration ex penses, if the Services are not completed within the time specified in the approved Project Schedule for each work order in the Notice to Proceed. Consultant and City agree to liquidate damages with respect to Consultant's failure to achieve completion of t he Services within the times provided in the Project Schedule. Consultant acknowledges and agrees that the liquidated damages are intended to compensate City solely for Consultant’s failure to meet the deadline for completion and shall not excuse Consultan t from liability from any other breach, including any failure of any of the work to c onform to any requirements provided by local, state or federal laws, rules and regulations.

2. In the event that Consultant fails to achieve completion of the work within the time frame designated in the Project Schedule, Consultant agrees to pay City the following:
a. $ 150 per day for each calendar day that completion of the work is delayed.

3. Consultant acknowledges and agr ees that the foregoing liquid ated damages have been set based on an evaluation by City of damages that it will incur in the event of the late completion of the work per the Project Schedule and Sc ope of Services.

Consultant and City agree that because of the nature of the Pro ject it would be impractical or extremely difficult to fix the amount of actual damages incurred by City due to a delay in completion of the work. Accordingly, City and Consultant have agreed to such liquidated damages to fix Consultant’s costs and to avo id later disputes. It is understood and agreed by Consultant that any liquidated damages payable pursuant to this Agreement are not a penalty and represent a fair and re asonable estimate of compensation for losses to be incurred under the circumstances existing as of the effective date of this Agreement.

4. It is further mutually agreed that the City shall have the r ight to deduct liquidated damages against progress payments. In the event the remaining u npaid Contract Amount is insufficient to cover the full amount of liquidated damages, Consultant shall pay the difference to City.

5. Permitting or requiring Consultant to continue and finish th e Services or work, or any part thereof, after the deadline for completion shall not act a s a waiver of City’s right to receive liquidated damages hereunder or any rights or remedies otherwise available to City.

6. The time period(s) specified for performance of the Servic es rendered pursuant to

RFP for Professional Services for a Program Manager

this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or o f the public enemy, unusually se vere weather, fires, earthquakes, floods, pestilence, and other natural catastrophes , epidemics, quarantine restrictions, riots, s trikes, freight embargoes, war s, litigation, civil disturbance or disobedience, sabotage, restraint by court order or public authority and action or non-action by or inability to obtain the necessary au thorization or approvals from any governmental agency or authority, and/or acts of any governmental agency, including City, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence has been unable to overcome, if Consultant shall within ten (10) days of the co mmencement of such delay notify the City’s Project Manager in writing of the causes of the delay. The City’s Project Manager shall ascertain the facts and the extent of delay, and may extend the time for performing the Services for the period of the enforced delay if, in the judgment of the City’s Project Manager, such delay is justified. The Cit y’s Project Manager's determination shall be final and conclusive upon the Parties to this Agreement. In the event of delay, however caused, Consultant's sole remedy shall be an extension of this Agreement pursuant to this Section and Consultant shall not be entitled to recover damages against City.

III. INSTRUCTIONS TO CONSULTANTS
A. CITY RESPONSIBILITIES
The City will provide information in its possession relevant to the preparation of required information in the RFP. The City will provide only the staff assistance and documentation specifically referred to herein.

B. CONSULTANT RESPONSIBILITIES
Point of Contact: The selected Consultant will assume responsib ility for all services in its Proposal. The selected Consultant shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters resulting from the Agreement.

The Consultants are expected to establish and maintain a close working relationship with City staff throughout the project.

The Consultant shall be responsible for collecting and dissemin ating the data, records, and documents in the management of the projects.

The selected Consultant shall maintain the same Project Manager for the duration of the Project. In the event the author ized Project Manager terminate s employment, the Consultant shall make a demonstra ted and concentrated effort to maintain the Project Manager in the key managerial posi tion, unless extreme conditions prohibit continuance.

Any substitution of the Project Manager will require written City approval. The Consultant shall perform not less than 50% (contract amount) of the work with its own work force.

Any changes in the scope of work resulting in a contract increase or decrease in fee shall be approved, in writing, by the Cit y Engineer prior to the comm encement of an actual change of work. No fee adjustment shall be allowed unless it is based on said prior written approval.

RFP for Professional Services for a Program Manager

Salary increases may be approved if the new salary is within th e salary rate identified in the approved Cost Proposal and i s approved by the City. For per sonnel subject to prevailing wage rates as described in the California Labor Code , all salary increases, which are the direct result of changes in the prevailing wage r ates are automatically approved by the City.

C. REQUEST FOR INFORMATION OR CLARIFICATION
All questions or requested clarifications shall be made in writing via the OpenGov Portal.

The Consultants are prohibited from communicating with any City representative/employee/official/consultant/staff other than via the OpenGov Portal. Only questions and answers responded to on OpenGov or any addendums issued on OpenGov as an addendum will be a part of t his RFP solicitation. Consult ants may submit written questions concerning this RFP on OpenGov per the Key Dates on the title page. Questions received after the stated deadline will not be answered.

D. ADDENDA
Any changes in the RFP from the date of release to the due date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on the OpenGov website.

E. LICENSES & PERMITS
The selected Consultant shall be required to have or obtain a C ity of Anaheim Business license within ten (10) business days of selection and must pro vide a copy to the City Project Manager or designee prior to commencing any work in Anaheim.

Additionally, the Consultant will be responsible for obtaining any licenses/permits required by the Scope of Work.

F. INSURANCE
The selected Consultant shall be required to have or obtain and submit insurance coverage and provide indemnification and hold harmless provisions in favor of the City of Anaheim as described in Appendix 5. Consultants shall review an d provide their comments on insurance requirements in the proposal.

G. CITY RIGHT TO WITHDRAW OR REJECT
The City reserves the right to withdraw this RFP or reject any or all submitted Proposals when such rejection is in the interest of the City to reject th e Proposal of the Consultant who has not met the prerequisites of the RFP, who has previousl y failed to perform properly or complete on time contracts of a similar nature; and to reject the Proposal of the Consultant who is, in the opinion of City, in a position unable to perform. The City also reserves the right to waive any information and technicalities in the RFP. All costs incurred in the preparation of the Proposal, in the submission of additional information and/or in any other aspect of a Proposal prior to the award of a written cont ract will be borne by the Consultant. The City will only provide the staff assistance and documentation specifically referred to herein, and will not be responsible for any other cost or obligation that may be incurred by the Consultant. All Proposals submitted to the City shall become the property of the City of Anaheim.

RFP for Professional Services for a Program Manager

IV. SUBMITTAL REQUIREMENTS
A. GENERAL

1. Number of Copies and signatur e: Refer to Section I: General.

2. Deadline: Proposals are due to the City of Anaheim, at the date, time, and location set forth above in the Notice Inviting Proposals and Key Dates on the Title Page.

B. CONTENTS
All Proposals shall be limited to a MAXIMUM of 25 pages, including appendices, pictures, tables, organization chart, resource allocation table and resum es but excluding front and back covers, required forms, section dividers, addendum acknowledgements, Designation of Subconsultant Form, and Conflict of Interest Form. With the exception of the Resource Hour Allocation Table, which may be on single-sided Tabloid pap er size (11”x17”), the proposal shall be on single-sided Letter sheets (8.5"x11"). Font size shall be minimum 11- point Arial.

1. PROPOSAL
The Proposal shall include the following in the order below:
a. Cover Letter: Proposals sha ll include a letter signed by a p rincipal or authorized representative who can make legally binding commitments for the entity. Include address, telephone, email address, and type of business entity. b. Firm and Team Experience: Pr oposals shall include a profile of the firm’s experience.

Include resumes of project team/sub-consultants that outline th eir engineering and project management experience. At a minimum, this should includ e the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization c hart identifying only those who will perform work for the proposed work and the perce ntage of each individual’s time devoted to this project. The project manager/principal agent shall be the primary contact person to rep resent your firm. Provide a de monstrated record of success by the Consultant on similar work previously performed for the City, other municipalities, or other enterprises.

The Consultant’s organization and all associated Consultants an d subconsultants must be identified at the time of the proposal. If the Consulta n t w i s h e s t o u s e a subconsultant not specified in the proposal, prior written appr oval must be obtained from the City. The subcontract mus t contain all required provis ions of the prime contract.
c. Understanding of Need: Propos als shall include an outline wh ich demonstrates the firm’s understanding of the scope of work. This outline shall i nclude an anticipated approach, tasks necessary for successful completion, and sugges tions or special concerns that the City should be made aware of.
d. Relevant Project Experience: Proposals shall include a list of similar projects which your firm or personnel have comp leted within the last 5 years, including significant

RFP for Professional Services for a Program Manager

work with public agencies. Project information should include project description, year completed, and client name, along with a person to contact, a telephone number, and email address.

e. Project Controls: Describe your firm’s ability to control costs and provide accurate and timely invoices through internal control measures; to monitor and stay within budget; to monitor schedules and review times and describe the techniques used to complete projects within the proposed time frames. Provide a description of your firm’s QA/QC process/procedures and explain how it will ensure quality work and an on-time product delivery.

2. SCOPE OF SERVICES & SCHEDULE
The proposal shall detail typical work phases to be completed, the tasks to be accomplished and the deliverables to be provided in order to satisfy the Scope of Work in Appendix 1. Consultants may it emize those additional service s which are further required but are not noted in this RFP as requirements. Consult ants shall title this section as ADDITIONAL SERVICES.

In addition, provide a detailed schedule using the typical proj ect milestones in the RFP. The detailed schedule shall identify all pertinent tasks, time required to complete each task, milestones, time for City review (use 14 calendar da ys for each review), time for revising drafts, and a completion date to complete eac h of the design milestones. Key RFP Dates are listed on the title page. Consult ant shall provide an explanation if the submitted sc hedule deviates from the Key RFP Dates. The completion date in the schedule shall be the basis for Liquidat ed Damages upon agreement of the schedule by the City and Consultant.

3. FEE SCHEDULE:

The Consultant shall include the firm’s and sub-consultants Sta ndard Hourly Fee Schedule including any reprographic & reimbursable expenses with the Proposals.

a. Work Performed as a Consultant:

The proposal costs must be summarized by task, the services to be provided by the Consultant, the product of each task and the cost for each task . A list of fees and expenses, including all incident al printing, photocopying and m iscellaneous costs estimated to be accrued during the life of the contract must be provided in the reimbursable costs. A complete Work Breakdown Structure (WBS) and Earned Value Analysis shall be provided by the Consultant and used to monitor monthly progress payments. The schedule of fees will remain in effect for the duration of the project.

All work is to be invoiced to the City in accordance with this proposal and the Agreement for Consultant Services. The City will make payments no more than once monthly on approved invoices u p to the negotiated fee. Consult ant invoices shall include an Earned Value Analysis and the list of tasks and subtasks (Work Breakdown Structure) corresponding to the same format as the cost summary submitted with the each proposal, number of hours and dates worked, name and title of person. The

RFP for Professional Services for a Program Manager

invoice shall be reviewed and signed by the Consultant Project Manager certifying its accuracy. The amount invoiced shall not exceed the amount shown on the Cost Summary, Earned Value Analysis, and Work Breakdown Structure for each phase of work. Consultant shall not proc eed with any additional scope it ems without an approved addendum executed by the City. If the work is behind s chedule or not on budget, a recovery plan shall also be submitted with the invoic e describing how the work will be put back on budget/schedule by the next monthly in voice or sooner.

Consultant payments are conti ngent upon Consultant submitting m onthly project status report/schedule/ Work Break down Structure/Earned Value A nalysis before each payment request.

Invoices should include, at minimum, all of the following:
 Prepared on the Consultant’s letterhead;
 Signed by the Consultant’s project manager;
 Have a unique in voice number;
 Appropriate documentation attac hed for all cost and reimbursements;  If the contract involved m ilestones, each milestone should be invoiced separately;
 If the contract involved subconsultants, a separate invoice fo r each subconsultant should be attached in the same format as the prime Consultant’s invoice and should be included in the summary of the prime Cons ultant’s invoice;
 A summary of the reimbursements to-date and a summary of the f unds remaining in the contract. This should be compared to the local agency’s own record of reimbursements to-date and a summary of the funds remaining in the contract;
 A summary of all payments to-date and funds remaining in the c ontract for each subconsultant.

4. DEPARTMENT OF INDUSTRIAL RELATIONS:

Project work will be subject to compliance monitoring and enfor cement by the Department of Industrial Relations. The Designation of Subconsultant form (Appendix 3) shall be submitted in the Pro posals if Consultant work will be performed in the associated category.

If applicable, no consultant may be awarded a contract for publ ic works on a Public Works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Designation of Subconsultants form attached with this RFP shall be completed and submitted with the Proposals. Failure to submit shall be deemed non-responsive and may be just cause for the rejection of the Proposals.

V. PROPOSAL REVIEW (CO NSULTANT SELECTION)
The Proposal submitted by the Consultant shall include all required items listed in the RFP.

The Proposal submitted by the C onsultant shall not have any exc lusions, conditions or provisions applied to the on-call agreement, insurance or procedures.

An internal Review Board selected by the City will review the P roposals received. The final ranking of the consultants will be based upon qualifications evaluated from the criteria below.

RFP for Professional Services for a Program Manager

A short list of qualified firms may be asked to participate in oral interviews. If staff determines that an interview is not necessary, the total points possible would be 100.

A. EVALUATION, RATING, AND SELECTION

Criteria Max Points
Ability of the Consultant to perform the specific tasks outlined in the RFP 20
Qualifications of key individuals assigned to their team 15 Amount and quality of time that the key personnel will be involved in their respective portions of the project 10 Reasonableness of the fee schedule 25
Demonstrated record of success by the Consultant on work previously performed 20
The specific method and techniques to be employed by the consultant on the project or problem. 10
Interview (if necessary) 10
Total 110

VI. AWARD OF AGREEMENT
A. CONTRACT AWARD
Following the evaluation and rating by the proposal Review Board, City Council will award a contract and the City Engineer will issue a Notice to Proceed to the Consultant who is the most qualified and can provide the service at a fair and reasonable cost to the City.

VII. IMPLEMENTATION

A kick-off meeting will be held after the Notice to Proceed (NTP) has been issued. Consultant and its team will meet with City staff to conduct introductions, discuss scope of services, and the implementation process.

VIII. COMPENSATION

The method of payment shall be primarily at a time and material s basis Fixed Fee not-to- exceed amount with the rates per the on-call agreement.

IX. CONTRACT CHANGES

Any change in the scope of work resulting in a contract increase or decrease in fee shall be approved by the City Engineer prior to the commencement of the actual change in work. No fee adjustment will be allowed unless said prior approval is authorized by the City Engineer.

X. PUBLIC RECORDS

RFP for Professional Services for a Program Manager

All responses to the RFP shall become property of the City and Proposals will become public record after award of the work order.

Scope of Services
The selected consultant shall provide Program Manager services as part of the City’s project development team. The scope is intended to support Disneyland Forward projects from early development through construction closeout, with an emphasis on coordination, review, and facilitation rather than full design services.

The Program Manager’s scope of work shall include, but not be limited to, the following.

Project descriptions created by the Developer’s Team for their contractor procurement are provided for reference purposes only:
• Participate as an active member of the City’s project development team during project initiation, planning, and delivery, coordinating with Developer as well as City staff across multiple departments
• Provide input during the design phase, including constructability review and coordination with design consultants
• Field walk the projects and verify existing conditions • Perform and coordinate technical plan checking for compliance with City standards, codes, and applicable regulations, including coordination with the City’s on-call consultants, and consolidate consultant and departmental comments into a single, coordinated response
• Review design submittals at key milestones (e.g., conceptual, 30%, 60%, 90%, and final), facilitate interdepartmental and consultant reviews, evaluate comments for consistency and alignment with City standards and project objectives, reconcile and eliminate conflicting or duplicative comments, consolidate all City and consultant comments into a single, coordinated set of comments, track responses and revisions, and ensure timely resolution prior to subsequent submittals • Facilitate "roundtable" reviews where Planning, Fire, APU, and Public Works review plans concurrently rather than sequentially.
• Coordinate and support permit processing with City Departments and external agencies, i.e. CALTRANS, Southern California Edison
• Mediate technical disputes between the Developer’s design consultants and City plan reviewers regarding local design standards vs. project-specific innovations. • Track permits, approvals, and conditions of approval and assist with resolution of comments
• Coordinate with utilities, agencies, and stakeholders as required • Provide and communicate specifically highlighting potential impacts on public rights-of-way or utility service interruptions.
• Support bidding and procurement activities, if applicable • Provide construction-phase support, including review and coordination of RFIs, Submittals, plan revisions, and Change Orders
• Consolidate City Department’s Punch Lists (Public Works, APU) into a single actionable document for the Developer.
• Attend project meetings, site visits, and progress meetings as requested • Oversee the testing and formal acceptance of public infrastructure (e.g., pressure testing water lines, street light functionality).
• Coordinate the final sign-offs from all City Departments to ensure a smooth transition to the building’s and right-of-way improvements operational phase. • Prepare status updates, schedules, and project documentation Specific tasks will be assigned on an as-needed or task order basis.

SCOPE OF WORK – PROJECT ELEMENTS

PART 1 GENERAL

1.01 GENERAL SCOPE OF WORK

1.02 OVERALL PROJECT DESCRIPTION
A. The Right-of-Way Improvements Project is to mitigate identified City of Anaheim Intersections to address operational issues resulting from the Eastern Parking Structure for the Disneyland Resort. As part of the DisneylandForward Plan the Eastern Parking Structure will serve primarily theme park guest parking and provide the infrastructure to allow guests to circulate on -foot to the Disneyland Resort Theme Park and the public sidewalk at Harbor Blvd. Due to this added volume and circulation, these impacts to City of Anaheim (CITY) Intersections are identified in Section 01 11 10, and summarized, as follows:
• Clementine Street and Disney Way (#15)
• Harbor Boulevard and Disney Way (#11)
• Harbor Boulevard and Katella Avenue (#12)
• Harbor Boulevard and Orangewood Avenue (#14)
• Clementine Street and Katella Avenue (#16)
• Anaheim Boulevard/Haster Street and Katella Avenue (#22) • Harbor Boulevard and Manchester Avenue (#10)
• Anaheim Boulevard & Disney Way/Interstate 5 Ramps/Manchester Avenue (#21) • Manchester Avenue/Interstate 5 Southbound Ramps and Katella Avenue (#25) The scope of work for these City of Anaheim Intersections are as described in further detail below and elaborated on Project Bridging Criteria Drawings.

1.03 PROJECT ELEMENTS DESCRIPTION
A. Clementine Street and Disney Way : Under the DisneylandForward Plan this is considered Intersection #15, which will trigger improvements due to the projected generation of 100 net new peak hour vehicle trips because of the Eastern Parking Structure. Clementine Street is a Secondary Arterial and travels in a north-south direction. Disney Way is a Major Arterial and travels in the east -west direction and will provide access into the Eastern Parking Structure. As depicted in the Project Bridging Criteria Drawings, a grade separation – Flyover Structure – is envisioned at this intersection , where improvements are, as follows:

1. A two-lane, bi-directional Flyover Structure will be:
a. Designed: provide plans, specifications, and quantities following AASHTO Bridge Design Specifications as amended by California Department of Transportation (CALTRANS) Provide bridge design and check calculations prepared by California licensed civil engineers. Provide detailed falsework plans following CALTRANS Falsework Manual showing traffic movements for each stage of construction. Provide CALTRANS-formatted special provisions as required to modify Standard Construction Specifications.
b. Permitted: obtain all necessary approvals form the WDI, the City of Anaheim, and CALTRANS.
c. Constructed: to follow Standards & Specifications for the following:

1) City of Anaheim – Standards & Specifications; Resort Identity Program; Resort Specific Plan; Resort Public Realm Landscape Program; Resort Monument Sign Standards 2) CALTRANS – Standard Plans & Specifications
3) Walt Disney Imagineering – Parks & Resorts Symbols Program; Landscape Architectural Standards
d. Milestones: subject to change
• 30% Design Submittal: 9-March-26
• 60% Design Submittal: 15-April-26
• 90% Design Submittal: 30-May-26
• Final Plan Check - May-Sep 2026
• Construction February 2027-October 2027

2. The structure will consist of a cast-in-place, post-tensioned box girder constructed on falsework over live traffic. Other structure types such as a segmentally constructed box, may be considered provided it will provide the same functional and aesthetic properties as a cast -in-place box, as determined by CITY of Anaheim and Walt Disney Imagineering.

3. The approaches to the Flyover Structure will be supported on cast -in-place concrete retaining walls constructed adjacent to live traffic. Expect difficult construction access.

4. An outrigger bent is required due to the lane conflict that a single column bent would create.

5. The placement and design of falsework will be a critical component of th ese improvements. The location of falsework bents and construction access must be coordinated with the Traffic Control Plan requirements to maintain necessary traffic movements.

6. Roadway improvements shall consist of re -allocating available width between the existing curb and gutters to provide for the lane configurations shown in the Geometric Review Drawing (GRD) to allow ingress/egress utilizing the Flyover Structure.

7. Pavement structural sections shall be in compliance with the “Preliminary G eotechnical Investigation Report” prepared by VERDANTAS, dated July 25, 2025, for these improvements.

8. Concrete barriers and crash attenuators shall be in compliance with the CALTRANS Manual for Assessing Safety Hardware (MASH).

9. CITY roadside/overhead static and digital signage shall be in compliance with City of Anaheim and the Anaheim Resort Identity Program guidelines.

10. Proposed striping and temporary traffic control shall be in compliance with the City of Anaheim and/or California Manual for Uniform Traffic Control Devices (CAMUTCD).

11. Public Utility relocations , e.g. storm drain inlets , shall be in compliance with City of Anaheim Standards and private utility relocations shall be in compliance with utility owner company standards.

12. Efforts must be made to minimize disruption to the public roads during construction and facilitate timely construction of the improvements.

13. Install moveable delineators to allow for adjustment for inbound and outbound traffic (bi - directional) traffic configurations. Utilize similar delineator, application at from Ball Road off-ramp onto Disneyland Drive. Other types of delineators, such as embedded traffic lights or in-pavement flashing lights may be considered.

14. Install electronic changeable message sign s in both eastbound and westbound directions at the eastern approach of the Flyover Structure.

15. Modify traffic signal at Disney Way and Southbound I-5 off ramp.

16. Install static and digital overhead signs on the existing overhead sign (gantry) structure close to the Disney Way and Anaheim Boulevard intersection.

17. Both CITY and CALTRANS, District 12 review and approval are anticipated for th ese improvements.

B. Harbor Boulevard and Disney Way – Under the DisneylandForward Plan this is considered Intersection #11. Harbor Boulevard is a Major Arterial and travels in the north-south direction. Disney Way is a Major Arterial and travels in the east-west direction. As depicted in the Project Bridging Criteria Drawings the improvements to this Intersection are as follows:

1. Allowable CITY right-of-way improvements will be facilitated by removal of the center median on Disney Way and narrowing of the sidewalks on the north and south side of Disney Way approaching Harbor Boulevard.

2. Widen the westbound approach to add a third westbound left-turn lane and restripe the westbound through lane to provide a shared through/right-turn lane.

3. Existing pedestrian crosswalk across the north leg of the intersection would be removed in conjunction with the dual westbound right-turn lanes. Pedestrians would cross Harbor Boulevard on the south side of the intersection and at the pedestrian bridge over Harbor Boulevard between Disney Way and Manchester Avenue constructed as part of the Eastern Parking Structure.

4. Install new traffic signage depicting new improvements.

5. Milestones: subject to change
• DESIGN – FEBRUARY-JUNE 2026
• PLAN CHECK – JUNE-NOVEMBER 2026
• CONSTRUCTION FEBRUARY 2027-OCTOBER 2027
C. Harbor Boulevard and Katella Avenue – Under the DisneylandForward Plan this is considered Intersection #12. Harbor Boulevard is a Major Arterial and travels in the north-south direction. Katella Avenue is a Major Arterial and travels in the east -west direction. As depicted in the Project Bridging Criteria Drawings the improvements to this Intersection are as follows:

1. Reprogram Traffic Signals to double service the westbound lane turn lane to reduce westbound lane queuing.

2. Milestones: subject to change
• DESIGN – FEBRUARY-JUNE 2026
• PLAN CHECK – JUNE-NOVEMBER 2026
• CONSTRUCTION FEBRUARY 2027-OCTOBER 2027
D. Harbor Boulevard and Orangewood Avenue – Under the DisneylandForward Plan this is considered Intersection #1 4. Harbor Boulevard is a Major Arterial and travels in the north -south direction.

Orangewood Avenue is a Secondary Arterial west of Manchester Avenue and Primary Arterial east of Manchester Avenue, and travels in the east-west direction. As depicted in the Project Bridging Criteria Drawings the improvements to this Intersection are as follows:

1. Modify northbound and southbound approaches to provide dual left -turn lanes and widen the eastbound approach to provide an exclusive right-turn lane.

2. The left-turn lanes can be installed within the existing CITY right-of-way through removal of center medians and narrowing sidewalks on Harbor Boulevard. A field survey will be required to verify sidewalk features.

3. Relocate curb for modified median.

4. Reduce pre-existing left-turn lane to about 10 feet wide.

5. The northbound left-turn lane will be about 10 feet wide.

6. Through lanes will maintain pre -existing widths; however, the right -through lane can be reduced by 1-foot.

7. Remove and replace striping of lanes and arrows.

8. Added left-turn lane will require modification of existing loops and video detection and coordination with City of Anaheim for modification of signal timing.

9. Milestones: subject to change
• DESIGN – FEBRUARY-JUNE 2026
• PLAN CHECK – JUNE-NOVEMBER 2026
• CONSTRUCTION FEBRUARY 2027-OCTOBER 2027
E. Clementine Street and Katella Avenue – Under the DisneylandForward Plan this is considered Intersection #1 6. Clementine Street is a Secondary Arterial and travels in a north -south direction.

Katella Avenue is a Major Arterial and travels in the east -west direction. As depicted in the Project Bridging Criteria Drawings the improvements to this Intersection are as follows:

1. Removal of center median to add a southbound left-turn pocket (along Clementine).

2. Remove trees within median.

3. The southbound left-turn lane will be about 10 feet wide.

4. Reduce pre-existing left-turn lane to about 10 feet wide.

5. Added left-turn lane will require modification of existing loops and video detection and coordination with City of Anaheim for modification of signal timing.

6. Reduce lane widths on northbound travel lanes by 1-foot (along Clementine).

7. Install new striping – (1-foot) wide yellow stripe; channelizing lines, arrows, and lane lines.

8. Milestones: subject to change
• DESIGN – FEBRUARY-JUNE 2026
• PLAN CHECK – JUNE-NOVEMBER 2026
• CONSTRUCTION FEBRUARY 2027-OCTOBER 2027
F. Anaheim Boulevard/Haster Street and Katella Avenue – Under the DisneylandForward Plan this is considered Intersection # 22. Anaheim Boulevard is a Primary Arterial and travels in a north -south direction. Haster Street is a Primary Arterial and travels in a north -south direction. The roadway connects to Anaheim Boulevard at Katella Avenue. Katella Avenue is a Major Arterial and travels in the east-west direction. As depicted in the Project Bridging Criteria Drawings the improvements to this Intersection are as follows:

1. Lengthen southbound lane turn pockets.

2. Partial removal of landscaping in center median; may need tree removal and replacement.

3. Install new striping – channelizing line.

4. Coordinate with City of Anaheim for modification of signal timin g to double the service for the southbound and westbound left turn pockets.

5. Lengthen westbound lane turn pockets, and both turn lanes will be lengthen.

6. Partial removal of landscaping in center median; may need tree removal and replacement.

7. Install new striping – channelizing line.

8. Milestones: subject to change

• DESIGN – FEBRUARY-JUNE 2026
• PLAN CHECK – JUNE-NOVEMBER 2026
• CONSTRUCTION FEBRUARY 2027-OCTOBER 2027
G. Harbor Boulevard and Manchester Avenue – Under the DisneylandForward Plan this is considered Intersection #10. Harbor Boulevard is a Major Arterial and travels in the north -south direction.

Manchester Avenue is a Secondary Arterial and travels in the east -st direction. As depicted in the Project Bridging Criteria Drawings the improvements to this Intersection are as follows:

1. Lengthen southbound lane left turn pocket.

2. Demolish portion of existing center median.

3. Construct new portion and alignment of center median.

4. Milestones: subject to change
• DESIGN – FEBRUARY-JUNE 2026
• PLAN CHECK – JUNE-NOVEMBER 2026
• CONSTRUCTION FEBRUARY 2027-OCTOBER 2027
H. Anaheim Boulevard & Disney Way/Interstate 5 Ramps/Manchester Avenue – Under the DisneylandForward Plan this is considered Intersection #21. Anaheim Boulevard is a Primary Arterial and travels in a north -south direction. Disney Way is a Major Arterial and travels in the east -west direction. Manchester Avenue is a Secondary Arterial and travels in the east -west and northwest - southeast directions along the west side of Interstate 5 Freeway. As depicted in the Project Bridging Criteria Drawings the improvements to this Intersection are as follows:

1. Add a northbound left turn pocket.

2. Remove existing striping within the center median.

3. Install striping – channelizing line; and left arrows.

4. Reprogram Traffic Signals for lead-lag and left turn operations with City of Anaheim.

5. Milestones: subject to change
• DESIGN – FEBRUARY-JUNE 2026
• PLAN CHECK – JUNE-NOVEMBER 2026
• CONSTRUCTION FEBRUARY 2027-OCTOBER 2027
I. Manchester Avenue / Interstate 5 Southbound Ramps & Katella Avenue – Under the DisneylandForward Plan this is considered Intersection #2 5. Manchester Avenue is a Secondary Arterial and travels in the east-west and northwest-southeast directions along the west side of Interstate 5 Freeway. Katella Avenue is a Major Arterial and travels in the east-west direction. As depicted in the Project Bridging Criteria Drawings the improvements to this Intersection are as follows:

1. Restripe northbound approach to provide one (1) left-turn lane and (2) right-turn lanes.

2. Modify traffic signal to eliminate the north-south split phasing.

3. Milestones: subject to change
• DESIGN – FEBRUARY-JUNE 2026
• PLAN CHECK – JUNE-NOVEMBER 2026
• CONSTRUCTION FEBRUARY 2027-OCTOBER 2027

PART 2 PRODUCTS - NOT USED
PART 3 EXECUTION - NOT USED

END OF SECTION

APPENDIX 2

CONFLICT OF INTEREST
APPENDIX 2 – Conflict of Interest Form

Conflict of Interest Form for Consultants
(Consultant to complete, sign and submit with the RFWOP Submittals)

The Political Reform Act (Government Code Sections 81000-91014) and Government Code Section 1090 prohibit any Anahei m public official, officer, or employee from involvement in a governmental decision or contract in which he or she has a financial interest. It is the responsibility of the consultant, consultant's e mployees, and subconsultants w ho perform work under the consultant agreement to evaluat e any potential conflict of inte rests and follow the provisions of the conflict of interest requirements as set forth in Section 2 3 of the consultant agreement. Be advised that a prohibited conflict of interest may void any award where it exists.

I, the undersigned, hereby certify that I have reviewed and understand the above paragraph, and in furtherance of the foregoing, I have evaluated and caused my co mpany's employees and subconsultants to evaluate any potential conflict of interests. Based on this evaluation, I hereby further certify that no such conflict of interests exists.

SIGNATURE OF AUTHORIZED SIGNATORY

_____________________________________ Date: ________________

Print Name: ___________________________

Title: _________________________________

Consultant Name: ____________________________________________

APPENDIX 2

APPENDIX 3

DESIGNATION OF

SUBCONSULTANTS

DESIGNATION OF SUB-CONSULTANTS
Submit with Proposal
In compliance with the Provisions of Section 4100-4107 of the Code of the State of California, Labor Code Section 1771.1 and any Amendments thereto, the undersigned certifies that he has used the sub- proposals of the following listed sub-CONSULTANTS in making up his proposal, and that the sub- CONSULTANTS listed will be used for the work for which they proposed, subject to approval of the Engineer, and in accordance with the applicable provisions of the Request for Work Order Proposals. If the proposer does not submit the names and addresses of sub-CONSULTANTS, he shall be required to do the work with his forces. If no sub-CONSULTANTS are listed, all insurance shall be written in the name of the general contractor only, and any liabilities arising through the operation of a sub-contractor shall not be covered by the insurance.

Print clearly and complete ALL lines.

Item of Work

1. Sub-Consultant’s
Name

2. Sub-Consultant’s
Name

3. Sub-Consultant’s
Name
Complete Street Address

Phone No.

Email (for DIR input)
License No. Exp. Date DIR Registration No. Exp. Date Item of Work
Complete Street Address

Phone No.

Email (for DIR input)
License No. Exp. Date DIR Registration No. Exp. Date Item of Work
Complete Street Address

Phone No.

Email (for DIR input)
License No. Exp. Date DIR Registration No. Exp. Date

Proposers may be considered NON-RESPONSIVE
if all information is not completely filled in.

PROPOSER'S NAME AUTHORIZED SIGNATURE

Print clearly and complete ALL lines.

Item of Work

4. Sub-Consultant’s
Name

5. Sub-Consultant’s
Name

6. Sub-Consultant’s
Name

7. Sub-Consultant’s
Name

8. Sub-Consultant’s
Name

9. Sub-Consultant’s
Name
Complete Street Address

Phone No.

Email (for DIR input)
License No. Exp. Date DIR Registration No. Exp. Date Item of Work
Complete Street Address

Phone No.

Email (for DIR input)
License No. Exp. Date DIR Registration No. Exp. Date Item of Work
Complete Street Address

Phone No.

Email (for DIR input)
License No. Exp. Date DIR Registration No. Exp. Date Item of Work
Complete Street Address

Phone No.

Email (for DIR input)
License No. Exp. Date DIR Registration No. Exp. Date Item of Work
Complete Street Address

Phone No.

Email (for DIR input)
License No. Exp. Date DIR Registration No. Exp. Date Item of Work
Complete Street Address

Phone No.

Email (for DIR input)
License No. Exp. Date DIR Registration No. Exp. Date

APPENDIX 4

DRAFT CONSULTANT

AGREEMENT

A G R E E M E N T
THIS AGREEMENT, dated for purposes of identification only this _____ day of __________, 20___ is made and entered into by and between the

CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,"
A
N
D

______________, a________________________,
hereinafter referred to as "CONSULTANT."

ANAHEIM and CONSULTANT are sometimes individually referred to herein as "Party" and collectively as "Parties."
W I T N E S S E T H:

WHEREAS, ANAHEIM is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City of Anaheim; and
WHEREAS ANAHEIM desires to engage CONSULTANT to provide Program Manager services as part of the City ’s project development team to support Disneyland Forward project (the “Project”); and
WHEREAS, CONSULTANT possesses the skill, experience, ability, background, certification and knowledge to provide the services for the Project as described in this Agreement; and
WHEREAS, ANAHEIM has solicited and received a proposal from CONSULTANT dated __________________ ("Proposal"), has reviewed the previous experience and evaluated the expertise of CONSULTANT, and desires to retain CONSULTANT to render professional services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, FOR AND IN CON SIDERATION OF THE MUTUAL

PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. SERVICES TO BE PROVIDED BY CONSULTANT
In compliance with all of the terms and conditions of this Agreement, CONSULTANT shall provide to ANAHEIM all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional

2 consulting services necessary for the Project (“Services”). The Services are more particularly described in Exh ibit A, attached hereto and incorporated herein by this reference (“Scope of Services”). The ANAHEIM Director of Public Works (“Director”) may elect to delete certain tasks from the Scope of Services in its sole discretion In the event of conflicting provisions, the provisions shall govern in the following order: (1) this Agreement; (2) CONSULTANT's Proposal.

2. TERM
The term of this Agreement shall commence on the date this Agreement is executed by ANAHEIM, and shall terminate upon completion of the Services, unless terminated sooner as provided herein.

3. TIME OF PERFORMANCE

3.1 Time is of the essence in the performance of th is Agreement and the Services shall be performed to completion in a reasonably diligent and timely manner. The failure by CONSULTANT to perform the Services in a diligent and ti mely manner may result in termination of this Agreement by ANAHEIM.

3.2 The time period(s) specified for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of CONSULTANT, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, pestilence, and other natural catastrophes, epidemics, quarantine restrictions, r iots, strikes, freight embargoes, wars, litigation, civil disturbance or disobedience, sabotage, restraint by court order or public authority and action or non -action by or inability to obtain the necessary authorization or approvals from any governmental agency or authority, and/or acts of any governmental agency, including ANAHEIM, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence has been unable to overcome, if CONSULTANT shall within ten (10) days of the commencement of such delay notify the Project Administrator in writing of the causes of the delay. The Project Administrator shall ascertain the facts and the extent of delay, and may extend the time for performing the Services for the period of the enforced delay if, in the judgment of the Project Administrator, such delay is justified. The Project Administrator's determination shall be final and conclusive upon the Parties to this Agreement. In the event of delay, however caused, CONSULTANT's sole remedy shall be an extension of th is Agreement pursuant to this Section and CONSULTANT shall not be entitled to recover damages against ANAHEIM.

4. COMPENSATION

4.1 ANAHEIM shall pay CONSULTANT for the Services satisfactorily rendered pursuant to this Agreement in accordance with the Fee Schedule attached hereto as Exhibit “A” and incorporated herein by this reference. CONSULTANT and ANAHEIM agree that no changes to the Fees set forth in Exhibit “A” shall b e made during the T erm of this Agreement without the prior written authorization of the Director of Public Works.

3 4.2 It is understood and agreed between the parties to this Agreement that full and complete payment for all Services provided in accordance with this Agr eement shall not exceed the sum of __________________________________________________ (“Total Compensation”).

4.3 ANAHEIM also agrees to reimburse CONSULTANT for reasonable out - of-pocket expenses in an amount not to exceed__________________________.

CONSULTANT shall not be reimbursed for any other expenses unless the reimbursable expense is first approved in writing by ANAHEIM.

4.4 Extra Work. No Extra Services shall be rendered by CONSULTANT, unless such Extra Work is first approved by written amendmen t to this Agreement. As used herein, “Extra Work” means any work that is determined by ANAHEIM to be necessary for the proper completion of the Services, but which is not included within the Scope of Services and which the Parties did not reasonably antic ipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work billed on a time and expense basis shall be paid in accordance with billing rates set forth in the Schedule of Compensation.

4.5 CONSULTANT shall submit monthly invoices to ANAHEIM describing the work performed the preceding month. CONSULTANT's bills shall include the name of the person who performed the work, a brief description of the Services performed and/or the specific task in the Scope of Servic es to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. ANAHEIM shall pay CONSULTANT no later than thirty (30) days after approval of the monthly invoice by ANAHEIM staff.

4.6 All Parties recognize that the continuation of this Agreement after the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or c overing such contract items as an expenditure in said budget. ANAHEIM does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No p enalty shall accrue to ANAHEIM in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.

5. PROJECT MANAGER

5.1 CONSULTANT shall designate a Project Manager, who shall coordinate the Services. This Project Manager shall be available to ANAHEIM at all reasonable times during the Term of this Agreement. It is expressly understood t hat the experience, knowledge, capability and reputation of the Project Manager is a substantial inducement for ANAHEIM to enter into this Agreement. Therefore, the Project Manger shall be responsible during the Term of this Agreement for directing all ac tivities of CONSULTANT and devoting sufficient time to personally supervise the provision of Services hereunder. The Project Manager may not be changed by CONSULTANT and no other personnel may be assigned to supervise the Services to be provided hereunder without the express written consent of ANAHEIM.

4 5.2 Any personnel or sub consultant, if any, who fail or refuse to perform the Services in a manner acceptable to ANAHEIM, or who are determined by ANAHEIM, in its sole discretion, to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, or a threat to the safety of persons or property, shall be promptly removed from the Project by CONSULTANT at the request of ANAHEIM. CONSULTANT warrants that it will continuously furnish the necessary personnel to complete the Services on a timely basis as contemplated by this Agreement.

6. ADMINISTRATION
This Agreement will be administered by the Public Works Department. The employees of the Public Works Department shall be authorized to take the following actions pursuant to this Agreement:
(i) The Director of Public Works is authorized to take any and all actions on behalf of ANAHEIM as set forth herein and to terminate services in accordance with Section 25 of this Agreement.
(ii) The Contract Administrator is authorized to take those specific acti ons set forth herein and review and approve all Services performed by CONSULTANT under this Agreement, including any revisions to billing rates as further described in Section 4.5 above .

The Contract Administrator shall not be authorized to terminate Services under this Agreement.

7. STANDARD OF CARE

7.1 CONSULTANT shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally r ecognized as being employed by professionals in the same discipline in the State of California. CONSULTANT represents and maintains that it is skilled in the professional calling necessary to perform the Services. CONSULTANT warrants that all employees a nd subconsultants, if any, shall have sufficient skill and experience to perform the Services assigned to them. By delivery of completed work, CONSULTANT certifies that the work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the professional standard of care.

7.2 CONSULTANT represents and warrants to ANAHEIM that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, quali fications, insurance and approvals of whatsoever nature that is legally required of CONSULTANT to practice its profession. CONSULTANT shall maintain a City of Anaheim business license during the term of this Agreement.

8. FAMILIARITY WITH WORK
By executin g this Agreement, CONSULTANT represents and warrants that CONSULTANT: (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully considered how the Services should be provided; and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement. Should CONSULTANT discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by ANAHE IM,

5 CONSULTANT shall immediately inform ANAHEIM of such fact and shall not proceed except at CONSULTANT's risk until written instructions are received from ANAHEIM.

9. INDEPENDENT CONTRACTOR

9.1 Neither ANAHEIM nor any of its employees shall have any contr ol over the manner, mode or means by which CONSULTANT, its agents or employees, perform the services required herein, except as otherwise set forth herein. Except as expressly provided herein, ANAHEIM shall have no voice in the selection, discharge, super vision or control of CONSULTANT's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. CONSULTANT shall perform all services required herein as an independent CONSULTANT of ANAHEIM and shall remain at all times as to ANAHEIM a wholly independent contractor with only such obligations as are consistent with that role.

CONSULTANT shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of ANAHEIM. ANAHEIM shall not in any way or for any purpose become or be deemed to be a partner of CONSULTANT in its business or otherwise or a joint venture or a member of any joint enterprise with CONSULTANT.

9.2 In consideration for the compensation paid to CONSULTANT by ANAHEIM, CONSULTANT agrees that ANAHEIM shall not be liable or responsible for any benefits, including, but not limited to, worker's compensation, disability, retirement, life, unemployment, health or any other benefits and CONSULTANT agrees that it shall not sue or file a claim, petition or application therefor e against ANAHEIM or any of its officers, employees, agents, representatives or sureties.

10. INSURANCE
Without limiting ANAHEIM’S right to indemnification, it is agreed that CONSULTANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, minimum limits of insurance coverage as follows:

Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000.

Commercial General Liability Insurance , including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent CONSULTANT’S Liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate. Such insurance shall be written on a primary basis but may include a deductible or self -insured retention of more than $10,000 per occurrence, provided that such deductible or self -insured retention is disclosed to ANAHEIM, in writing, prior to the inception of this Agreement.

Commercial Automobile Liability Coverage as required by California law, including— as applicable—owned, non-owned, and hir ed autos, in an amount not less than $2,000,000 per occurrence, combined single limit.

Professional Liability Insurance, inclusive of Cyber Liability Insurance where required, in an amount not less than $2,000,000. Such insurance shall be written on a prim ary

6 basis but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self -insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.

Any required coverage wri tten with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by ANAHEIM’s Risk Manager prior to the inception of the final Agreement.

CONSULTANT is responsible for the satisfaction of any deductib le or self -insured retention obligation.

CONSULTANT agrees that this insurance shall not be voluntarily cancelled by CONSULTANT or limited in scope or coverage by CONSULTANT until after thirty (30) days prior written notice has been given to the City Clerk , City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non -payment of premium, which requires notice of not less than ten (10) days.

Each insurance policy required by this Agreement shall contain the following c lause or shall otherwise provide for the following conditions:

Each insurance policy required by this Agreement, except policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
“It is agreed that any insurance maintained by CONSULTANT pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self - insurance maintained by the City of Anaheim.”
“The City of Anaheim, its officers, agents, employees, representatives and volunteers are included as additional insured with respect to the scope of work, operations, and/or activities of or performed on behalf of or at the direction of the Named Insured, performed under this Agreement with the City of Anaheim.” Prior to commencing any work under this Agreement, CONSULTANT shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced ab ove. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements , documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above -referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted t o write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONSULTANT shall fully

7 defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.

In addition to other remedies ANAHEIM may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time required, ANAHEIM may, at its sole option:

Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) that becom e due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof.

Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive rem edy for CONSULTANT’S failure to maintain insurance or secure appropriate endorsements.

Nothing herein contained shall be construed in any way as limiting the extent that an CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT’S, (or CONSULTANT’S AGENT or SUB -AGENT, if any) performance of the work covered under this Agreement.

In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT shall ensu re (i) that the acts or omissions of such persons or firms are covered under the above -referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONSULTANT under this Agreement (except for firms that are not performing professional services —such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.

ANAHEIM’S Risk Manager is hereby authorized to amend or reduce the requirements set forth herein if such customer -generated requested amendment or reduction r equest is in ANAHEIM’S best interest.

11. INDEMNIFICATION
As respects acts, errors or omissions in the performance of professional services, CONSULTANT agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against a ny and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors or omissions of the CONSULTANT or any SUB -AGENT in the performance of professional services under this Agreement.

As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, CONSULTANT agre es to indemnify, defend (at ANAHEIM'S option), and hold harmless ANAHEIM, its officials, officers,

8 employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with CONSULTANT’S (or CONSULTANT'S AGENT or SUB - AGENT, if any) acts, errors, omissions, or work, relative to this Agreement, except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM.

The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONSULTANT or any other person or entity maintains or fails to maintain insurance coverage or a self-insurance program, for any such Claim(s); and (ii) shall survive the termination of this Agreement.

12. PREVAILING WAGES
Where required pursuant to the provisions of the State of California Labor Code or the Davis Bacon Act, not less than the general prevailing rate of per diem wages including legal holidays, and overtime work for each craft or type of workman needed to execute the work contemplated under this Agreement, shall be paid to all workmen employed on the work to be done according to this co ntract by CONSULTANT or any approved Subcontractor, and shall be deemed to include employer payments for health and welfare, pension, vacation and similar purposes. If both the Davis -Bacon Act and State of California prevailing wage laws apply and the fed eral and state prevailing rate of per diem wages differ, CONSULTANT and Subcontractor, if any, shall pay the higher of the two rates. Said prevailing rate of per diem wages are on file at the City of Anaheim, Office of the City Clerk, 200 South Anaheim Boulevard, Anaheim, California 92805, and are available to any interested party on request.

13. PROGRESS
CONSULTANT is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Services, activities performed and planned, and any meetings that have been scheduled or are desired.

14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial inducement to ANAHEIM for entering into thi s Agreement is the professional reputation, experience and competence of CONSULTANT. Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assigned, transferred or encumbered in any way without the prior written consent of ANAHEIM. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to ANAHEIM. If ANAHEIM approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of CONSULTANT.

15. SUBCONTRACTING
Except for those subcontractors set forth in the Scope of Services, if any, CONSULTANT shall not subcontract any portion of the work to be performed under this

9 Agreement without the prior written authorization of ANAHEIM. CONSULTANT shall be fully responsible to ANAHEIM for all acts and omissions of any approved subcontractor. Nothing in this Agreement shall create any contractual relationship between ANAHEIM and subcontractor nor shall it create any obligation on the part of ANAHEIM to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise req uired by law. ANAHEIM is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and ANAHEIM pursuant to this Agreement.

16. USE AND OWNERSHIP OF DOCUMENTS AND DATA

16.1 ANAHEIM shall furnish to CONSULTANT such documents and materials as may be relevant and pertinent to the provision of services hereunder as ANAHEIM may possess or acquire.

16.2 All documents and materials furnished by ANAHEIM to CONSULTANT pursuant to Section 16.1 shall remain the property of ANAHEIM and shall be returned to ANAHEIM upon termination of this Agreement, for any reason. All documents or material prepared or caused to be prepared by CONSULTANT, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of ANAHEIM, and ANAHEIM shall have the sole right to use such materials in its discretion without further compensation to CONSULTANT or any other party. CONSULTANT shall, at CONSULTANT's sole cost and expense, provide such documents and material to ANAHEIM upon prior written request.

Documents and material prepared by CONSULTANT pursuant to this Agreement are not intended or represented to be suitable for reuse by ANAHEIM or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from CONSULTANT will be at ANAHEIM's sole risk and without liability to CONSULTANT. Further, any and all liability arising out of changes made to CONSULTANT's deliverables under this Agreement by ANAHEIM or persons other than CONSULTANT, is waived against CONSULTANT and ANAHEIM assumes full responsibility for such changes unless ANAHEIM has given CONSULTANT prior notice and has received from CONSULTANT written consent for such changes.

17. CONFIDENTIALITY

17.1 “Confidential Information” means, with respect to a Party hereto, all information or material which either (1) is marked or identified as “Confid ential,” “Restricted,” or “Proprietary Information” or other similar marking or identification, or (2) the other Party knew, as recipient, or under the circumstances, should have known, was considered confidential or proprietary by the Disclosing Party (a s defined below). Confidential Information shall consist of all information, whether in written, oral, electronic, or other form, furnished in connection with this Agreement by the Disclosing Party or its Representatives (“Representative” is defined as an y elected and appointed officials, affiliate, director, officer, employee, agent, advisor or CONSULTANT of a Party or any of its subsidiaries or affiliates) to the Receiving Party (as defined below) or to its Representatives, and specifically includes but is not limited to

10 ANAHEIM’s individually identifiable customer information, and ANAHEIM’s customer usage data and financial data.

17.2 CONSULTANT and ANAHEIM shall each hold the other’s Confidential Information in confidence. Neither Party shall make the other’s Confidential Information available in any form to any third party or use the other’s Confidential Information for any purpose other than as specified in this Agreement. The Party providing Confidential Information (“Disclosing Party”) to the other Party (“Receiving Party”) shall remain the sole owner of such information. Except as provided elsewhere within this Agreement, nothing contained in this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software or other technology, either expressly or by implication to the Receiving Party, or to its Representatives or to others. The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the publ ic domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non -party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; or (5) information authorized in writing by the Di sclosing Party to be released from the confidentiality obligations herein.

17.3 By virtue of this Agreement, each Party hereto may disclose to the other Party information that is Confidential Information. This Agreement does not diminish, revoke or supersede any existing confidentiality, non -disclosure or similar agreement between the Parties that does not pertain to the subject matter of this Agreement. However, any Confidential Information, whether or not previously disclosed, that pertains to the subjec t matter of this Agreement shall be governed by the terms of this Section 17 which shall supersede any such previous agreement with respect to such Confidential Information and any Confidential Information relating to the subject matter of this Agreement t hat was exchanged under such previous agreement it shall be treated as though it was exchanged under this Agreement as of the date of such exchange.

17.4 The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter writt en, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party, and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party. Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confiden tial nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Receiving Party shall be re sponsible for any breach of this Agreement by its Representatives.

11 Neither Party shall use the Confidential Information of the other Party for any commercial purpose.

17.5 If the Receiving Party becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of the Disclosing Party or is requested Confidential Information pursuant to the California Public Records Act or sim ilar law, the Receiving Party will provide the Disclosing Party with written notice of such an occurrence (if so permitted) as soon as possible. Thereafter, at its sole costs and expense, the Disclosing Party may seek a protective order or other appropriat e remedy, or waive compliance with the provisions of this Agreement. So long as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party’ s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to obtain such protective order or other remedy, or if t he Disclosing Party waives compliance with the requirements of the preceding sentence, the Receiving Party will disclose only that Confidential Information that it is legally required to disclose, and will exercise commercially reasonable efforts, at Discl osing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

17.6 In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as e xpressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Confidential Information and immediatel y notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of wh ich would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to mone tary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.

17.7 Within two (2) weeks of the termination of t his Agreement, CONSULTANT will return to ANAHEIM or destroy, to the extent permitted by law, any and all Confidential Information, including all originals, copies, translations, transcriptions or any other form of material, without retaining any copy or du plicate thereof; provided that CONSULTANT may retain Confidential Information contained on backup media created in the ordinary course of business provided further that there is no effort to access such Confidential Information and CONSULTANT’s confidentia l obligations with respect to such information shall continue so long as such information is retained. CONSULTANT shall certify in writing the destruction of the Confidential Information. ANAHEIM may perform an audit of CONSULTANT’s records to confirm the return or destruction of the Confidential Information. ANAHEIM shall have this audit right for three (3) years after the termination of this Agreement.

12 17.8 Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.

18. INTELLECTUAL PROPERTY INDEMNITY
CONSULTANT shall defend and indemnify ANAHEIM, its agents, officers, representatives and employees against any and all liability, including costs, for infringement o f any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONSULTANT to ANAHEIM pursuant to this Agreement.

19. RECORDS
CONSULTANT shall keep records and invoices in connection with the work to be performed under this Agreement. CONSULTANT shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to ANAHEIM, for a minim um period of three (3) years, or for any longer period required by law, from the date of final payment to CONSULTANT under this Agreement. All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a representative of ANAHEIM to examine, audit and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. CONSULTANT shall allow inspection of all work, data, Documents, proceedings and activities related to this Agreement for a period of three (3) years from the date of final payment to CONSULTANT under this Agreement.

20. WITHHOLDINGS
ANAHEIM may withhold payment to CONSULTANT of any disputed sums until satisfaction of the dispute with respect to such payment . Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. CONSULTANT shall not discontinue work as a result of such withholding. CONSULTANT shall have an immediate right to appeal to the City Manager or his Designee with respect to such disputed sums and his/her decision shall be final. CONSULTANT shall be entitled to receive interest on any withheld sums at the rate of return that ANAHEIM earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld.

21. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of CONSULTANT which result in expense to ANAHEIM greater than w hat would have resulted if there were not errors or omissions in the work accomplished by CONSULTANT, the additional cost and expense shall be borne by CONSULTANT. Nothing in this paragraph is intended to limit ANAHEIM's rights under the law or any other s ections of this Agreement.

13 22. ANAHEIM'S RIGHT TO EMPLOY OTHER CONTRACTORS
CONSULTANT acknowledges and agrees that this Agreement and the provision of services hereunder are nonexclusive and that ANAHEIM may enter into similar agreements with other entities for the provision of similar services.

23. CONFLICTS OF INTEREST
CONSULTANT or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the “ Act”), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Services performed under this Agreement and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, CONSULTANT shall conform to all other requirements of the Act that may be applicable.

Failure to do so constitutes a material breach and is grounds for immediate terminat ion of this Agreement by ANAHEIM.

CONSULTANT’s Services under this Agreement may now or i n the future involve participation in governmental decision -making processes such that ANAHEIM deems it necessary to designate one or more of CONSULTANT’s employees a filer of a Statement of Economic Interests (“Form 700 Filer”) under the Act. ANAHEIM shall make such designations based on the nature and scope of the Services and requirements of the Act. If CONSULTANT’s employee(s) is designated a Form 700 Filer, such employee(s) shall file under Disclosure Category 1, unle ss otherwise directed by ANAHEIM , a nd shall periodically complete ethics training as required by ANAHEIM . CONSULTANT shall at its own cost and expense ensure such employee’s compliance with these filing and ethics-training requirements.

CONSULTANT shall ind emnify and hold harmless ANAHEIM for any and all claims for damages resulting from CONSULTANT’s violation of this Section.

24. NOTICES
All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either ANAHEIM or CONSULTANT to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:

If to ANAHEIM: City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105

14 With copies to: Public Works Department
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-5225

To CONSULTANT: Name
Address

25. ENFORCEMENT OF AGREEMENT

25.1 Events of Default.
.01 For purposes of this Section 25, the word "Default" shall mean the failure of CONSULTANT to perform any of CONSULTANT's duties or obligations or the breach by CONSULTANT of any of the terms and conditions set forth in this Agreement. In addition, CONSULTANT shall be deemed to be in Default upon CONSULTANT's (i) application for, consent to, or suffering of, the appoint ment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition un der any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen ( 15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of CONSULTANT's assets or of CONSULTANT's interests hereunder. .02 ANAHEIM shall not be deemed to be in Default in the performance of any obligation required to be performed by ANAHEIM hereunder unless and until ANAHEIM has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from CONSULTANT specifying in reasonable detail the nature and extent of any such failure; pr ovided, however, that if the nature of ANAHEIM's obligation is such that more than thirty (30) days are required for its performance, then ANAHEIM shall not be deemed to be in Default if ANAHEIM shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.

25.2 Immediate Termination for CONSULTANT's Default. In the event of any Default by CONSULTANT, ANAHEIM may immediately terminate this Agreement. Such termination shall be effectiv e immediately upon receipt by CONSULTANT of written notice from ANAHEIM. In such event, CONSULTANT shall have no further rights hereunder, and ANAHEIM shall have all other rights and remedies as provided by law.

15 25.3 Termination without Cause. ANAHEIM may terminate this Agreement at any time without the necessity of cause or Default by giving seven (7) days notice in writing to CONSULTANT. In such event, the Parties shall have no further rights hereunder, except that CONSULTANT shall be paid for all serv ices adequately rendered prior to such termination.

CONSULTANT may not terminate this Agreement except for cause.

26. COMPLIANCE WITH ALL LAWS
CONSULTANT shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by CONSULTANT shall conform to applicable local, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator.

27. WAIVER
A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.

28. INTEGRATED CONTRACT
This Agreement and the exhibits hereto contain the entire agreement of ANAHEIM and CONSULTANT with respect to the matters covered hereby, and no agreement, statement or promise made by either ANAHEIM or CONSULTANT which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose.

29. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits or any other attachments attached hereto, the terms of this Agreement shall govern.

30. INTERPRETATION
Each Party ackno wledges that he / she / it has had the benefit of advice of competent legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties.

31. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both CONSULTANT and ANAHEIM and approved as to form by the City Attorney.

16 32. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has b een held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

33. REMEDIES CUMULATIVE
The remedies given to ANAHEIM and CONSULTANT herein shall be cumulative and are given without impairing any other rights given ANAHEIM or CONSULTANT by statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by ANAHEIM or CONSULTANT shall not exclude the exercise of any oth er remedy.

34. NO THIRD PARTY BENEFICIARIES
The Parties intend that no rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.

35. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange.

36. DISCRIMINATION
CONSULTANT agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin or other prohibited basis in its provision of Services or hiring of subcontractors o r employees. To the extent this Agreement provides that CONSULTANT offer accommodations or services to the public, such accommodations or services shall be offered by CONSULTANT to the public on fair and reasonable terms.

37. AUTHORITY
Each individual exe cuting this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants the he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. CONSULTANT shall, at ANAHEIM's request, deliver a certified copy of it governing board's resolution or certificate authorizing or evidencing such execution.

17 38. EFFECTIVE DATE
This Agreement shall be effective on the date on which this Agreement is executed by ANAHEIM ("Effective Date").
[Signatures on Following Page]

18 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.

DATE OF EXECUTION:

CITY OF ANAHEIM
a municipal corporation

By:

“ANAHEIM”
ATTEST:

By:

City Clerk of Anaheim

DATE OF EXECUTION:

____________________, a ___________________

By:

Title:

Printed Name:

“CONSULTANT”

APPROVED AS TO FORM:

ROBERT FABELA, CITY ATTORNEY

By:

Bryn M. Morley
Deputy City Attorney
Dated:

Attachments: Exhibit A
157473

1 EXHIBIT A

STARTS AFTER THIS PAGE

APPENDIX 5

INSURANCE REQUIREMENTS
Note: The following represents ANAHEIM’S standard language for the insurance provisions in its professional services contracts. With few exceptions, the language in the final Agreement will be as shown here. If a proposer has any specific concerns regarding any of the ANAHEIM’s insurance language or requirements, which would render the proposer unabl e or unwilling to enter into an Agreement with the City, the proposer shall identify these concerns in its proposal. Deviations from the ANAHEIM’S standard language m ay be considered by the City i n its evaluation of the responsiveness of a proposal. It is the practice of the City not to enter into agreements with limitations of liability provisions.

INSURANCE

Without limiting ANAHEIM’S right to indemnification, it is agreed that CONSULTANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, minimum limits of insurance coverage as follows:

Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000.

Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent CONSULTANT’S Liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, prior to the inception of this Agreement.

Commercial Automobile Liability Coverage as required by California law, including—as applicable—owned, non-owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit.

Professional Liability Insurance, inclusive of Cyber Liability Insurance where required, in an amount not less than $2,000,000. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.

Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by ANAHEIM’s Risk Manager prior to the inception of the final Agreement.

CONSULTANT is responsible for the satisfaction of any deductible or self-insured retention obligation.

CONSULTANT agrees that this insurance shall not be voluntarily cancelled by CONSULTANT or limited in scope or coverage by CONSULTANT until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non-payment of premium, which requires notice of not less than ten (10) days.

Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions:

Each insurance policy required by this Agreement, except policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:

“It is agreed that any insurance maintained by CONSULTANT pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self- insurance maintained by the City of Anaheim.”

“The City of Anaheim, its officers, agents, employees, representatives and volunteers are included as additional insured with respect to the scope of work, operations, and/or activities of or performed on behalf of or at the direction of the Named Insured, performed under this Agreement with the City of Anaheim.”

Prior to commencing any work under this Agreement, CONSULTANT shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONSULTANT shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.

In addition to other remedies ANAHEIM may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time required, ANAHEIM may, at its sole option:

Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) that become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof.

Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONSULTANT’S failure to maintain insurance or secure appropriate endorsements.

Nothing herein contained shall be construed in any way as limiting the extent that an CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT’S, (or CONSULTANT’S AGENT or SUB-AGENT, if any) performance of the work covered under this Agreement.

In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT shall ensure (i) that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONSULTANT under this Agreement (except for firms that are not performing professional services—such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.

ANAHEIM’S Risk Manager is hereby authorized to amend or reduce the requirements set forth herein if such customer-generated requested amendment or reduction request is in ANAHEIM’S best interest.

INDEMNIFICATION

As respects acts, errors or omissions in the performance of professional services, CONSULTANT agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors or omissions of the CONSULTANT or any SUB-AGENT in the performance of professional services under this Agreement.

As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, CONSULTANT agrees to indemnify, defend (at ANAHEIM'S option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with CONSULTANT’S (or CONSULTANT'S AGENT or SUB-AGENT, if any) acts, errors, omissions, or work, relative to this Agreement, except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM.

The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONSULTANT or any other person or entity maintains or fails to maintain insurance coverage or a self-insurance program, for any such Claim(s); and (ii) shall survive the termination of this Agreement.